Announcement on resolutions of the 11th meeting of the 4th board of directors
Securities code: 002841 securities abbreviation: Guangzhou Shiyuan Electronic Technology Company Limited(002841) Announcement No.: 2022-002 Guangzhou Shiyuan Electronic Technology Company Limited(002841)
Announcement on resolutions of the 11th meeting of the 4th board of directors
The company and all members of the board of directors guarantee that the information disclosed is true, accurate and complete without any false records, misleading statements or major omissions.
1、 Convening of board meeting
The 11th meeting of the 4th board of directors of Guangzhou Shiyuan Electronic Technology Company Limited(002841) (hereinafter referred to as “the company”) was held by means of communication at 14:00 on January 14, 2022. The company has sent the meeting notice by e-mail on January 12, 2022. The meeting was presided over by Mr. Wang Yiran, chairman of the board of directors. There were 9 directors who should attend the meeting, 9 actually attended the meeting, and the company’s supervisors and senior executives attended the meeting as nonvoting delegates. The meeting of the board of directors was held in accordance with the company law of the people’s Republic of China and other laws and regulations, the Guangzhou Shiyuan Electronic Technology Company Limited(002841) articles of association and other internal systems of the company.
2、 Deliberations of the board of directors
At this meeting, the following resolutions were formed one by one by voting:
(I) the proposal on granting reserved stock options to incentive objects in 2021 stock option incentive plan was deliberated and adopted by 9 votes in favor, 0 abstention, 0 opposition and 0 avoidance.
According to the measures for the administration of equity incentive of listed companies, the relevant provisions of the company’s 2021 stock option incentive plan (hereinafter referred to as the “incentive plan”) and the authorization of the company’s second extraordinary general meeting of shareholders in 2021 held on June 4, 2021, the board of Directors considers that the conditions for granting reserved stock options specified in the incentive plan have been met, The board of directors will grant a total of 885000 reserved stock options to 144 incentive objects on January 14, 2022, with an exercise price of 57.70 yuan / share.
The independent directors issued the agreed independent opinions:
1. The board of directors determined that the reserved grant date of the company’s incentive plan is January 14, 2022, which complies with the administrative measures for equity incentive of listed companies and the relevant provisions on the grant date in the company’s incentive plan;
Announcement on resolutions of the 11th meeting of the 4th board of directors
2. The company’s determination of the grant price of reserved stock options this time complies with the relevant laws, regulations, normative documents and the provisions on the determination of the grant price in the incentive plan;
3. The incentive objects determined by the company in this reserved grant comply with the measures for the administration of equity incentive of listed companies, incentive plan and other relevant provisions, and the subject qualification of the incentive objects is legal and effective;
4. Neither the company nor the incentive object is allowed to grant stock options, and the conditions for granting stock options specified in the incentive plan of the company have been met;
5. The implementation of the equity incentive plan will help the company further improve the corporate governance structure, establish and improve the company’s long-term incentive and restraint mechanism, attract and retain excellent talents, fully mobilize the enthusiasm of the company’s core management personnel and core technical (business) personnel, and effectively combine the interests of shareholders, the company and employees, Enable all parties to pay common attention to the long-term development of the company and ensure the realization of the company’s development strategy and business objectives.
To sum up, we agree that the reserved grant date of the company’s incentive plan is January 14, 2022, and agree to grant 885000 stock options to 144 incentive objects who meet the grant conditions, with an exercise price of 57.70 yuan / share.
[for details, please refer to cninfo.com.cn on January 15, 2022.) Announcement on granting reserved stock options to incentive objects under 2021 stock option incentive plan (Announcement No.: 2022-004), list of incentive objects under 2021 stock option incentive plan (grant date), independent directors’ independent opinions on relevant matters of the 11th meeting of the Fourth Board of directors]
(II) the proposal on terminating the investment agreement was deliberated and adopted by 9 votes in favor, 0 abstention, 0 opposition and 0 avoidance.
Agree to terminate the investment cooperation related agreements signed by the company with the Management Committee of Chengdu high tech Industrial Development Zone and China Singapore (Chengdu) innovation science and Technology Park Development Co., Ltd., agree to terminate the project of “Shiyuan southwest regional headquarters and interactive intelligent board R & D center” originally planned to be built in Chengdu, and authorize the management of the company to go through the relevant procedures for the termination of the agreement.
The independent director issued an independent opinion: after verification, the land for the project has not been publicly transferred so far. If the company terminates this investment, it will not have a significant impact on the company’s existing business and business development
Announcement on resolutions of the 11th meeting of the 4th board of directors
No adverse impact on the company’s financial position and operating results. The company’s decision-making and approval procedures comply with the provisions of relevant laws and regulations, and there is no situation that damages the interests of the listed company and all shareholders. Therefore, we agree with the company to terminate this foreign investment and related agreements.
[for details, please refer to cninfo.com.cn on January 15, 2022.) Announcement on termination of investment agreement and progress of foreign investment (Announcement No.: 2022-005) and independent opinions of independent directors on relevant matters of the 11th meeting of the Fourth Board of directors]
(III) the proposal on foreign guarantee provided by wholly-owned subsidiaries was deliberated and adopted by 9 votes in favor, 0 abstention, 0 opposition and 0 avoidance.
The wholly-owned subsidiary Chongqing Shiyuan Technology Co., Ltd. (hereinafter referred to as “Chongqing Shiyuan”) handled the guarantee of migrant workers\’ wage deposit for the “Shiyuan technology R & D center and settlement center project”, It is the normal implementation of the relevant requirements of the notice on promoting the payment of migrant workers\’ wage security by bank guarantee in the construction field (YJ [2018] No. 567) jointly issued by Chongqing Housing and Urban Rural Development Commission and Chongqing human resources and Social Security Bureau. The successful handling of the deposit guarantee is conducive to the normal construction of “Shiyuan technology R & D center and settlement center project” and to promote the business development of the company.
The guaranteed did not provide counter guarantee to the company. This time, Chongqing Shiyuan handled the guarantee of migrant workers’ wage deposit in strict compliance with the policy requirements, and the default risk of migrant workers’ wage payment has been restrained in the project construction contract signed with the guaranteed, and the risk is controllable.
Therefore, the board of directors agreed that Chongqing Shiyuan, a wholly-owned subsidiary of the company, would provide guarantee for the migrant workers’ wage payment obligations of the project contractor, with the guarantee amount not exceeding 3.1878 million yuan, authorized the management to go through the formalities related to the migrant workers’ wage deposit guarantee, and agreed to submit the external guarantee to the general meeting of shareholders of the company for deliberation.
The proposal has been reviewed and approved by more than two-thirds of the directors present at the board meeting and needs to be submitted to the first extraordinary general meeting of shareholders in 2022 for deliberation.
[for details, please refer to cninfo.com.cn on January 15, 2022.) Announcement on external guarantee provided by wholly-owned subsidiaries (Announcement No.: 2022-006) and independent opinions of independent directors on relevant matters of the 11th meeting of the Fourth Board of directors]
(IV) the Convention on the convening of 2022 was reviewed and adopted by 9 votes in favor, 0 abstention, 0 opposition and 0 withdrawal
Announcement on resolutions of the 11th meeting of the 4th board of directors
Proposal of the first extraordinary general meeting of shareholders in.
It is agreed that the first extraordinary general meeting of shareholders in 2022 will be held at 14:00 p.m. on Thursday, February 10, 2022 in the company’s conference room, and the matters to be considered are: the proposal on foreign guarantee provided by wholly-owned subsidiaries.
[for details, please refer to cninfo.com.cn on January 15, 2022.) Notice on convening the first extraordinary general meeting of shareholders in 2022 (Announcement No.: 2022-007)]
3、 Documents for future reference
1. Resolution of the 11th meeting of the 4th board of directors
2. Independent opinions of independent directors on matters related to the 11th meeting of the 4th board of directors
3. Legal opinion of Beijing JUNHE (Guangzhou) law firm on the grant of reserved part of Guangzhou Shiyuan Electronic Technology Company Limited(002841) 2021 stock option incentive plan
4. Independent financial advisory report of Shanghai Rongzheng Investment Consulting Co., Ltd. on reserved grant of stock option incentive plan for Guangzhou Shiyuan Electronic Technology Company Limited(002841) 2021
It is hereby announced.
Guangzhou Shiyuan Electronic Technology Company Limited(002841) board of directors January 15, 2022
